Terms of Service
These Terms of Service (the “Agreement”) govern the relationship between the client entity identified below (“Client”) and Princips et Fide dba Apex Automations (“Apex Automations”, “we”, “us”, or “our”) for software and automation services. By using our services, Client agrees to be bound by this Agreement.
1. Scope of Services
We provide software development and automation services, including API integrations, workflow automation, messaging automation, and related consulting. Deliverables, milestones, and timelines may be outlined in one or more orders, emails, or project scopes agreed by the parties (each, a “Statement of Work” or “SOW”).
2. Fees; Cash Protection
Fees are due as stated in the applicable SOW or plan. We may suspend work for late or failed payments. Prepaid fees are earned upon receipt for capacity reservation and are non-refundable unless otherwise required by law. Client is responsible for third-party platform costs, usage fees, and taxes. We may implement reasonable rate limits or staged delivery to protect cash flow and project continuity.
3. Ownership; License
Unless otherwise agreed in writing, and subject to full payment of all amounts due, Client owns the specific deliverables (code, configurations, and documentation) created for Client under the SOW, excluding our pre-existing IP, tools, methods, templates, and reusable components (“Apex Materials”). We retain all rights in Apex Materials; we grant Client a non-exclusive, perpetual license to use any embedded Apex Materials solely as part of the deliverables for Client’s internal business purposes.
4. Relationship of Code and Contract Work
Custom code we write under a SOW constitutes “work made for hire” to the extent allowed by law; if not, then upon full payment we assign to Client all right, title, and interest in such custom deliverables, subject to Section 3. Our general know-how, abstract ideas, and skills are not assigned. Open-source components remain governed by their respective licenses.
5. Access, Credentials, and Handover
Client will provide timely access, credentials, and approvals required to perform the services. Upon termination or completion, we will return or transfer applicable credentials and access controls to the designated Client owner. We will not be obligated to maintain access after termination. Client is responsible for ongoing hosting, subscriptions, and third-party accounts.
6. Termination; Last Commit
Either party may terminate for convenience with written notice, or for material breach if not cured within 10 days. Upon termination, services cease immediately and the “last commit” to the applicable repository constitutes the final state of deliverables. We will provide reasonable cooperation to hand off credentials and repository access. Post-termination support, explanations, or walkthroughs are not included unless separately contracted.
7. Knowledge Transfer
We do not obligate ourselves to explain internal architectures or complexities except as specified in a SOW. At Client’s request, we can provide an optional knowledge transfer session and documentation for a fixed fee of $1,500. Additional sessions or training are available at our standard rates.
8. Confidentiality; Security
Each party will protect the other’s confidential information with at least the same care it uses for its own. We implement reasonable security practices; however, no system is perfectly secure. Client must not share secrets (e.g., passwords, API keys) except via agreed secure channels.
9. Warranties; Disclaimers
We warrant that we will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT).
10. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages. Our total liability arising out of or related to this Agreement will not exceed the fees paid by Client for the specific SOW in the three (3) months preceding the event giving rise to the claim.
11. Indemnification
Client will indemnify and hold us harmless from third‑party claims arising from Client data, instructions, or misuse of deliverables. We will indemnify Client against third‑party claims that our Apex Materials, as delivered to Client, infringe intellectual property rights, provided Client promptly notifies us and allows us control of the defense.
12. Compliance and Acceptable Use
Client is solely responsible for its compliance with laws and third‑party terms for systems where automations are deployed. Client will not use deliverables for unlawful purposes or to infringe rights of others.
13. Independent Contractor
We act as an independent contractor. Nothing here creates a partnership, joint venture, or employment relationship.
14. Governing Law; Entire Agreement
This Agreement is governed by the laws of the jurisdiction specified in the SOW (or, if not specified, the state where Apex Automations is organized), excluding conflict-of-laws rules. This Agreement and any SOW constitute the entire agreement and supersede prior discussions.
Note: These terms are provided for general informational purposes and do not constitute legal advice. Consult counsel to tailor for your jurisdiction and specific use cases.
Agreement & Recording
Complete the agreement details below. On submit, the record will be appended to our Google Sheet for audit and tracking.